Dr. Scott Sneddon reports

SHARP THERAPEUTICS PROVIDES UPDATE ON NON-BROKERED PRIVATE PLACEMENT AND GRANT OF OPTIONS

Sharp Therapeutics Corp. has updated its non-brokered private placement to raise gross proceeds of not less than $10-million (U.S.) (previously announced on Oct. 14, 2025). The placement will consist of common shares in the capital of the company priced at not less than $2.50 (U.S.) per share. The company expects the offering to close in the first quarter of 2026. The net proceeds of the offering will be used for general working capital purposes.

STX Partners LLC, Sharp's largest shareholder and an insider of the company, has executed a letter agreement to increase the total commitment to purchase of not less than 1.6 million common shares at per-share price of $2.50 (U.S.) representing approximately $4-million (U.S.) in gross proceeds to the company, contingent upon: (i) the company successfully raising not less than $6-million (U.S.) from other current or new investors; and (ii) the closing of the offering occurring not later than March 15, 2026. Other insiders of the company will also be participating in the offering.

The participation of the company's insiders in the offering will constitute a related party transaction for the purposes of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is exempt from the requirements to obtain a formal evaluation or minority shareholder approval in connection with the insider participation in reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of the securities issued nor the fair market value of the consideration for the securities issued will exceed 25 per cent of the company's market capitalization (as calculated in accordance with MI 61-101).

John Hathaway, managing partner of STX, stated: "Sharp continues to deliver meaningful scientific progress, and we're increasing our investment commitment because we believe their best work is still ahead of them. The scientific breakthroughs we're seeing from this team represent exactly the kind of innovation that creates lasting value."

Dr. Scott Sneddon, Sharp's chief executive officer, said: "The company is very pleased to have one of its largest shareholders increase their significant investment commitment. We continue to move forward compound '901, our candidate for phase I trials in Gaucher disease. The increased commitment by STX would allow Sharp to focus on generating key data in the trial supporting the effectiveness of '901, an oral, CNS-penetrant [central nervous system] treatment for all forms of Gaucher as well as other lysosomal storage disorders."

All securities to be issued will be subject to a four-month hold period from the date of issuance and subject to TSX Venture Exchange approval.

Gaucher program update ('901 program)

The company also announces further progress on its GBA1-Gaucher program with key pre-IND (investigational new drug) studies in dogs showing that the '901 compound is well tolerated at doses far in excess of those used in earlier animal efficacy studies. "We continue to be impressed with the pharmaceutical properties of '901, which bodes well for it to potentially become front-line therapy in all forms of Gaucher disease," said Dr. Sneddon. The company also filed a patent application with the U.S. Patent and Trademark Office for '901 and over 250 related analogues. Finally, the company expects to file for orphan drug designation for '901 with the U.S. Food and Drug Administration in the first quarter of 2026.

Other matters

The company also announces it granted an aggregate of 200,000 stock options of the company to certain directors of the company on May 21, 2025. Each option entitles the holder to acquire one common share at an exercisable price of $1.48 (Canadian)/$1.07 (U.S.) per common share until May 21, 2035. Options are subject to a three-year vesting provision: 33.33 per cent vesting at one year, with the remaining 66.66 per cent vesting in 24 equal portions monthly.

The company also announces it has granted 225,000 options to an officer of the company on Dec. 17, 2025. Each option entitles the holder to acquire one common share at an exercisable price of $2.21 (Canadian)/$1.60 (U.S.) per common share until Dec. 17, 2035. Options are subject to a three-year vesting provision: 33.33 per cent vesting at one year, with the remaining 66.66 per cent vesting in 24 equal portions monthly.

About Sharp Therapeutics Corp.

Sharp Therapeutics is a preclinical-stage company developing first-choice small-molecule therapeutics for genetic diseases. The company's discovery platform combines novel high-throughput screening technologies with compound libraries computationally optimized based on the physics and biology of cellular trafficking defects and allosteric activation of proteins. The platform produces small-molecule compounds that restore activity in mutated proteins, giving the potential to treat genetic disorders with conventional pill-based medicines.

We seek Safe Harbor.